[Federal Register Volume 81, Number 217 (Wednesday, November 9, 2016)]
[Notices]
[Pages 78872-78873]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-27021]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79225; File No. SR-MSRB-2016-13]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change To Amend the Requirements in MSRB Rule A-4, on Meetings of the 
Board, Regarding the Formation of a Quorum

November 3, 2016.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ 
notice is hereby given that on October 24, 2016, the Municipal 
Securities Rulemaking Board (the ``MSRB'' or ``Board'') filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change as described in Items I, II, and III below, which Items have 
been prepared by the MSRB. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The MSRB filed with the Commission a proposed amendment to MSRB 
Rule A-4, on meetings of the Board, to amend the requirements regarding 
the formation of a quorum (the ``proposed rule change''). The MSRB has 
designated the proposed rule change as concerned solely with the 
administration of the self-regulatory organization under paragraph 
(f)(3) of Rule 19b-4 under the Act,\3\ which renders the proposal 
effective upon receipt of this filing by the Commission. The proposed 
rule change is concerned solely with the administration of the MSRB in 
that it simply amends the quorum requirements applicable to the Board. 
The Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \3\ 17 CFR 240.19b-4(f)(3).
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    The text of the proposed rule change is available on the MSRB's Web 
site at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2016-Filings.aspx, at the MSRB's principal office, and at the Commission's 
Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the MSRB included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The MSRB has prepared summaries, set forth in Sections 
A, B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Dodd-Frank Wall Street Reform and Consumer Protection Act of 
2010 (the ``Dodd-Frank Act'') \4\ amended Section 15B of the Exchange 
Act \5\ to provide for the regulation by the Commission and the MSRB of 
municipal advisors. The Dodd Frank Act grants the MSRB broad rulemaking 
authority over municipal advisors and municipal advisory activities.\6\ 
The Dodd-Frank Act also requires that the MSRB Board include persons 
associated with a municipal advisor. Specifically, Section 15B(b)(1) of 
the Exchange Act \7\ requires that the MSRB Board include at least one 
individual who is associated with a municipal advisor (an ``advisor 
representative'') among the members of the Board that are ``regulated 
representatives,'' as that term is used in Section 15B(b)(1).\8\ The 
composition of the MSRB Board reflects and complies with this 
requirement.
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    \4\ Pub. Law No. 111-203, 124 Stat. 1376 (2010).
    \5\ 15 U.S.C. 78o-4.
    \6\ See Section 15B(b)(2) of the Exchange Act (15 U.S.C. 78o-
4(b)(2)).
    \7\ 15 U.S.C. 78o-4(b)(1).
    \8\ Id.
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    The MSRB has adopted administrative rules that pertain to the 
operation and administration of the Board, which are identified by the 
prefix A,\9\ and include MSRB Rule A-4, regarding quorum and voting 
requirements. Existing Rule A-4(c) provides that a quorum of the Board 
shall consist of two-thirds of the members of the whole Board, which 
must include at least one member of the Board who is a public 
representative, at least one member who is a broker-dealer 
representative and at least one member who is a bank representative. 
Existing Rule A-4(c) also provides that any action taken by the 
affirmative vote of a majority of the whole Board at any meeting at 
which a quorum is present, shall, except as otherwise provided by rule 
of the Board, constitute the action of the Board. Rule A-4(c) also 
provides for Board action by resolution, except where otherwise 
specified by the Exchange Act or a rule of the Board.
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    \9\ See MSRB Rule A-1.
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    The MSRB proposes to amend Rule A-4(c) to incorporate a requirement 
that at least one member of any Board group constituting a quorum be an 
advisor representative. The proposed rule change ensures representation 
of all categories of persons required to be members of the Board in any 
quorum established under Rule A-4. The MSRB also proposes minor 
technical amendments to Rule A-4(c) to clarify the provision.
2. Statutory Basis
    The MSRB has adopted the proposed rule change pursuant to Sections 
15B(b)(1) and (2) of the Exchange Act,\10\ which require, among other 
things, that the Board include at least one individual who is 
associated with a municipal advisor, and the rules of the Board 
establish fair procedures for the nomination and election of members of 
the Board and assure fair representation in such nominations and 
elections of public representatives, broker-dealer representatives, 
bank representatives, and advisor representatives and the terms that 
shall be served by such members. The MSRB believes the proposed rule 
change is appropriate and consistent with Sections 15B(b)(1) and (2) of 
the Exchange Act \11\ in that the proposed rule change would amend the 
quorum requirements in a manner consistent with requirements regarding 
the composition of the Board that were previously put in place.\12\ The 
MSRB also believes the proposed rule change appropriately complements 
the Board's governance procedures that are structured to obtain the 
diverse views of the public and various entities that are

[[Page 78873]]

subject to the MSRB's regulation and oversight and to provide for their 
representation in the decision-making processes of the Board.
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    \10\ 15 U.S.C. 78o-4(b)(1)-(2).
    \11\ Id.
    \12\ See Securities Exchange Act Release No. 63025 (Sept. 30, 
2010), 75 FR 61806 (Oct. 6, 2010) (File No. SR-MSRB-2010-08) (SEC 
order approving amendments to Rule A-3 to provide for, among other 
requirements, municipal advisor representation on the MSRB Board).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    Section 15B(b)(2)(C) of the Act \13\ requires that MSRB rules not 
be designed to impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Act. The MSRB 
believes that the proposed rule change does not impose any burden on 
competition not necessary or appropriate in furtherance of the purposes 
of the Act, in that the proposed rule change simply amends the quorum 
requirements applicable to the MSRB Board, and does not affect or 
impose a burden on competition.
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    \13\ 15 U.S.C. 78o-4(b)(2)(C).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing proposed rule change has become effective pursuant to 
Section 19(b)(3)(A) of the Act \14\ and paragraph (f) of Rule 19b-4 
thereunder.\15\ At any time within 60 days of the filing of the 
proposed rule change, the Commission summarily may temporarily suspend 
such rule change if it appears to the Commission that such action is 
necessary or appropriate in the public interest, for the protection of 
investors, or otherwise in furtherance of the purposes of the Act.
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    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-MSRB-2016-13 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549.

All submissions should refer to File Number SR-MSRB-2016-13. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the MSRB. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-MSRB-2016-13 and should be 
submitted on or before November 30, 2016.

    For the Commission, pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2016-27021 Filed 11-8-16; 8:45 am]
BILLING CODE 8011-01-P